St. Jude Medical to acquire Thoratec for $63.50 per share, deal valued at $3.4BSt. Jude Medical (STJ) and Thoratec (THOR) announced that the Boards of Directors of both companies have unanimously approved a definitive agreement under which St. Jude Medical will acquire all of the outstanding shares of Thoratec for $63.50 per share in a cash transaction valued at approximately $3.4B, net of cash acquired. The all-cash transaction represents a premium of 40.1 percent compared to $45.34, Thoratec's volume-weighted average trading price for the 30 trading day period ending July 17, 2015, and a 35.4 percent premium to the closing price on Thoratec's last unaffected trading date on July 17, 2015 of $46.89. The transaction is expected to be completed in the fourth quarter of 2015. Under the terms of the merger agreement, Thoratec shareholders will receive $63.50 in cash, without interest, for each share of Thoratec common stock they own. The transaction is conditioned upon, among other things, Thoratec shareholder approval, regulatory approvals and other customary closing conditions. The transaction is not conditioned on financing. St. Jude Medical intends to fund the transaction through proceeds from additional bank term loan debt and senior unsecured notes. St. Jude Medical is committed to maintaining a strong investment grade rating. The merger agreement includes a “go-shop” period, during which Thoratec will actively solicit alternative proposals from third parties for the next 30 days continuing through August 20, 2015. The merger agreement provides for Thoratec to pay a termination fee of approximately $30 million to St. Jude Medical if Thoratec terminates the merger agreement in connection with a superior proposal that arose during the go-shop period and a termination fee of approximately $111 million if Thoratec terminates the merger agreement in connection with a superior proposal that arose following the go-shop period. There can be no assurance that this process will result in a superior proposal. Thoratec does not intend to disclose developments with respect to the solicitation process unless and until its Board of Directors has made a decision with respect to any potential superior proposal. This transaction is expected to be accretive to adjusted earnings per share in 2016. St. Jude Medical also expects the combined company to capture revenue and technology synergies following the completion of this transaction. This acquisition positions St. Jude Medical to enter new markets totaling more than $1 billion that are expected to grow approximately 10 percent annually, benefitting St. Jude Medical’s sales growth profile beginning in 2016. Bank of America Merrill Lynch is acting as financial advisor to St. Jude Medical and has also provided fully committed financing. Gibson, Dunn & Crutcher LLP is serving as legal counsel to St. Jude Medical. Guggenheim Securities is acting as financial advisor to Thoratec, and Latham & Watkins LLP is serving as legal counsel. Centerview Partners provided a fairness opinion to the Board of Directors of Thoratec in connection with the transaction.

St. Jude in talks to acquire Thoratec, Bloomberg reportsSt. Jude Medical (STJ) is in talks to acquire Thoratec (THOR), Bloomberg reports, citing people familiar with the situation. Talks are ongoing and could still fall apart as no deal has been reached, Bloomberg adds. Thoratec shares spiked early in today's session, but a catalyst for the move was unclear before the Bloomberg report. Shares of the medical device maker focused on advanced heart failure patients are up $9.52 to $58.33 in midday trading. Its close competitor HeartWare (HTWR) is now up $5.53 to $84.70. Shares of St. Jude are up 4 to $76.61. Reference Link

Catalyst behind Thoratec spike higher unclearThe catalyst behind the spike higher in shares of Thoratec (THOR) is unclear to traders and investors. The medical device maker focused on advanced heart failure patients rose as high $62.05 in early trading and its shares remain up 11%, or $5.48, to $54.29. Some vague takeover chatter surfaced, with St. Jude Medical (STJ) as the speculated buyer, but buyout rumors are often the "go-to" reason when stocks spike. Often the moves on rumors are less substantial than Thoratec's spike today. The company's close competitor HeartWare (HTWR) is not seeing any unusual trading thus far today, falling 36c to $78.81 in early trading.